Current Report Filing (8-k)
August 23 2021 - 8:32AM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (date of earliest event reported): August
23, 2021
WHEELER REAL ESTATE INVESTMENT TRUST, INC.
(Exact name of registrant as specified in its charter)
Maryland
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001-35713
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45-2681082
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(IRS Employer
Identification No.)
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2529 Virginia Beach Blvd.,
Virginia Beach, VA
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23452
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(Address of principal executive offices)
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(Zip code)
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Registrant’s telephone number, including area
code: (757) 627-9088
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligations of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☒
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 par value per share
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WHLR
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Nasdaq Capital Market
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Series B Convertible Preferred Stock
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WHLRP
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Nasdaq Capital Market
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Series D Cumulative Convertible Preferred Stock
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WHLRD
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Nasdaq Capital Market
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7.00% Senior Subordinated Convertible Notes due 2031
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WHLRL
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Nasdaq Capital Market
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Item 7.01. Regulation FD Disclosure
On August 23, 2021, Wheeler Real Estate Investment Trust, Inc. (the
“Company”) issued a press release announcing that on Wednesday, November 3, 2021 it will hold a special meeting of its
stockholders to amend the terms of the Company’s Series A Preferred Stock (the “Series A Preferred Stock”) and Series
B Convertible Preferred Stock (the “Series B Preferred Stock” and, together with the Series A Preferred Stock, the “Preferred
Stock”) so that dividends on the Preferred Stock are non-cumulative and will be paid only when, as and if declared by the Company’s
Board of Directors.
Common stockholders of record as of the close of business on Wednesday,
September 22, 2021 (the “Record Date”) will be entitled to vote at the special meeting.
The information included in this Current Report on Form 8-K under
this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference into any filing made by the Company under the Exchange Act or Securities Act of 1933, as amended, except as
shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: August 23, 2021
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Wheeler Real Estate Investment Trust, Inc.
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By:
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/s/ M. Andrew Franklin
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Name: M. Andrew Franklin
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Title: Interim Chief Executive Officer
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